Menora Mivtachim : Immidiate Report

Menora Mivtachim Holdings Ltd.

Periodic Report for 2023

Chapter A

Description of the

Corporation's Business

Menora Mivtachim Holdings Ltd.

1. The Group's Structure of holdings……………………………………………………………………………..6
2. Areas of Activity…………………………………………………………………………………………………………7
3. Equity investments in the Corporation and transactions in its shares……………………….. 8
4. Dividend distribution………………………………………………………………………………………………… 8
5. Dividends from investees…………………………………………………………………………………………..9

1. Services and products………………………………………………………………………………………………36
2. Competition …. ............................................................................................................. 38
3. Customers .. …………………………………………………………………………………………………………….40

1. Competition……………………………………………………………………………………………………………. 63
2. Customers .. …………………………………………………………………………………………………………….65

1. Main entry and exit barriers and changes therein……………………. ............................... 98
2. Critical success factors……………………………………………………………………………………………..99
3. Investments …………………………………………………………………………………………………………….99
4. Reinsurance…………………………………………………………………………………………………………….
   102
5. Human capital………………………………………………………………………………………………………. 111
6. Marketing and distribution…………………………………………………………………………………….119
7. Trade payables……………………………………………………………………………………………………... 123
8. Property, plant and equipment………………………………………………………………………………124
9. Seasonality……………………………………………………………………………………………………………. 124
10. Intangible assets………………........................................................................................ 127
11. Legal proceedings…………………………………………………………………………………………………. 128
12. Financing .... …………………………………………………………………………………………………………. 128
13. Taxation…………………………………………………………………………………………………………………128
14. Risk factors…………………………………………………………………………………………………………….129
15. Material agreements and collaboration agreements……………………………………………..130

Part A

The Corporation's Activity and a Description of the Development of its Business

Menora Mivtachim Holdings Ltd.

This chapter was prepared in accordance with Regulation 8C to the Securities Regulations (Periodic and Immediate Reports), 1970 (hereinafter - the "Securities Regulations"), but the provisions of Regulations 8(b), 8A and 8B of the Securities Regulations do not apply to information in the periodic report of a corporation that consolidated or proportionately consolidated an insurer or where the insurer is its associate, insofar as this information pertains to the insurer.

Since most of the Company's holdings are in corporations, which are insurers (Menora Mivtachim Insurance Ltd., Menora Mivtachim Pension and Provident Funds Ltd., and Shomera Insurance Company Ltd.), most of this chapter was drawn up in accordance with the circulars of the Commissioner of the Capital Market, Insurance and Savings, which applied the said Securities Regulations to insurers, with the changes required due the nature of Mivtachim's activity, with some of the provisions different from those required according to the said regulations.

All parts of the Periodic Report should be read as a single unit.

Definitions

For the sake of convenience, in this chapter, the following abbreviations shall have the meaning assigned to them, unless explicitly stated otherwise:

General

The "Company" - Menora Mivtachim Holdings Ltd;

The "Group" - the Company and companies under its control, whether directly or indirectly, as the case may be;

"Menora Mivtachim Insurance" - Menora Mivtachim Insurance Ltd.;

"Menora Mivtachim Capital Raising" - Menora Mivtachim Capital Raising Ltd.;

"Menora Mivtachim Engineers" - Menora Mivtachim and The Association of Engineers Provident Funds Management Ltd.;

"Menora Mivtachim Real Estate" - Menora Mivtachim Real Estate Ltd.;

"Menora Mivtachim Pension and Provident Funds" - Menora Mivtachim Pension and Provident Funds Ltd.;

"Shomera" - Shomera Insurance Company Ltd. and the companies under its control; "ERN" - ERN Ltd. and companies under its control;

"Ampa Capital" - Ampa Capital Ltd.

Terms

"Designated bonds" - illiquid CPI-linked government bonds bearing guaranteed return, which are issued to pension funds, provident funds and insurance companies;

"Institutional entity"- an insurer and management company;

"Insurance premiums" or "Premium" - the amount payable by the policyholder to the insurer in accordance with the terms and conditions of the policy, including fees;

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"Contributions towards benefits" - the amount paid by planholders (salaried employees, self- employed and employers) in a pension fund or insurance fund for the pension insurance or saving in the provident fund, as the case may be;

The "Financial Statements" - the Company's audited financial statements as of December 31, 2023;

The "Commissioner" - the Commissioner of the Capital Market, Insurance and Savings Authority, as defined by the Supervision Law;

"Voluntary investments" - investments of the Group's assets other than through designated bonds;

"Management company" - a company that manages a pension fund or provident funds, and is licensed to do so in accordance with The Financial Services Supervision (Provident Funds) Law, 2005;

The "Commissioner's circulars" - circulars, position papers, and clarifications published by the Commissioner;

The "National Health Insurance Law" - the National Health Insurance Law, 1994;

The "Pension Advice Law" - The Financial Services Supervision Law (Consulting, Marketing and Pension Clearing System), 2005;

The "Companies Law" - the Companies Law, 1999;

The "Insurance Contracts Law"- the Insurance Contract Law, 1981;

The "Supervision Law" - Supervision of Financial Services Law (Insurance), 1981;

The "Securities Law"- the Securities Law, 1968;

The "CRAV Law" - Road Accident Victims Compensation Law, 1975;

The "Provident Funds Law" - Financial Services Supervision (Provident Funds) Law, 2005;

The "Regulated Financial Services Law" - Financial Services Supervision Law (Regulated Financial Services), 2016;

"Underwriting" - the process of approving an insurance offer and pricing the policy, in accordance with, among other things, actuarial assumptions;

"Insurance benefits"- amounts payable upon the occurrence of an insured event according to the terms and conditions of the policy;

"Collective" - a group of people (usually associated with a single organization), with whom the insurance company enters into a single agreement, under which all group members are insured or entitled to be insured;

"Pension product" - as defined in the Pension Advice Law;

"Income Tax Ordinance" or the "Ordinance" - Income Tax Ordinance [New Version];

"Earned Premium" - the premium for the reporting year;

The "Capital Market Authority" - the Capital Market, Insurance and Savings Authority as defined by the Supervision Law;

"Retention"- the maximum amount of risk retained by an insurer after transferring some of the risk to a reinsurer;

"Provident Funds Regulations"-Income Tax Regulations (Rules for the Approval and Management of Provident Funds), 1964;

"S&P" - the international rating agency Standard & Poor's.

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1. Description of the General Development of the

Corporation's Business

1.1 The corporation's activity and a description of the development of its business

Menora Mivtachim Holdings Ltd. (hereinafter - the "Company"), is a holding company and one of the five largest insurance and finance groups in Israel.

The Company is a publicly-traded company, whose shares are traded on the Tel Aviv Stock Exchange Ltd. (hereinafter - the "TASE"). The Company's principal shareholders are Palamas Establishment and Najaden Establishment (foreign corporations), which hold jointly in trust approx. 63.25%1 of the Company's shares for Mss. Niva Gurevitch and Tali Griffel, respectively. The foreign corporations awarded Ms. Tali Griffel and Ms. Niva Gurevitch powers of attorney to vote on behalf of each of them (respectively) at general meetings of the Company, and accordingly Ms. Tali Griffel and Ms. Niva Gurevitch are considered as the Company's controlling shareholders (hereinafter - the "Controlling Shareholders"). As of the report date, the Company's CEO, Mr. Ari Kalman, who also served early in the Reporting Year as the Chairman of Menora Mivtachim Insurance Ltd.,2 a Company subsidiary (hereinafter - "Menora Mivtachim Insurance") holds, through an employee trust company, approx. 2.77%3 of the Company's shares. The remaining Company shares are widely held.

The Company was incorporated in Israel (Palestine) in 1935 as a privately-held company named General Liability Office Ltd., and after a number of name changes over the years, in 2006 it changed its name to its current name.

In 1982, the Company's shares were issued to the public on the Stock Exchange, and the Company became a publicly-traded company.

As of the report date, the Company is engaged, through subsidiaries under its control, in all of the key insurance segments, including life insurance and long-term savings - which includes pension and provident funds, property and casualty insurance - which includes motor insurance (compulsory and property), other property and casualty insurance, and health insurance. The Company is also engaged, through subsidiaries under its control, in other activities (which do not constitute an "operating segment" as this term is defined in the Securities Regulations (Details of a Prospectus and Draft Prospectus - Structure and Form), 1969), such as provision of factoring services and credit to SMEs (through an associate) as well as the provision of securities distribution services and underwriting commitments, and real estate investments.

In addition, the Group holds a control stake and/or means of control in various insurance agencies, through Menora Mivtachim Agencies Ltd. (which is wholly-owned and controlled by the Company), and through subsidiaries of Shomera Insurance Company Ltd. (hereinafter - "Shomera").

1Fully diluted, after deduction of the dormant shares acquired within the share buyback plan, as of the report publication date - 63.18%.

2On January 17, 2023, Mr. Kalman notified of the end of his tenure as director and Chairman of the Board of Menora Mivtachim Insurance.

3Fully diluted, after deduction of the dormant shares acquired within the share buyback plan.

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